Normal human cells respond to potentially oncogenic events such as short telomeres, DNA damage and activating oncogenes by irreversibly arresting growth with a characteristic phenotype termed cellular senescence. This process, first identified in cell culture, has been recently confirmed in vivo as a critical mechanism that curtails the malignant progression of human tumors. The RB/p16INK4a, but not p53, pathway regulates the senescence of human melanocytes in culture and melanocytic nevi in vivo. This senescence response is likely due to chromatin modifications because RB complexes from senescent melanocytes contain increased levels of histone deacetylase activity and tethered HDAC1. We have found that expression of moderate levels of HDAC1 drives a sequential and cooperative activity of chromatin remodeling effectors, including transient recruitment of Brahma into RB/HDAC1 mega complexes, stable association of RB with chromatin, formation of yH2AX DNA damage foci and global heterochromatization. These chromatin changes coincided with expression of typical markers of senescence. Based on these findings we hypothesize that epigenetic changes in genome maintenance lead to cellular and organismal aging. Specifically, we propose to: Aim 1: A) To determine whether the Brm1-associated chromatin remodeling activity is required for the assembly of senescent-associated heterochromatic foci (SAHF) and RB-induced cellular senescence in human melanocytes. This hypothesis will be tested using viral expression systems in primary cultures, functional cell-based assays including an HDAC1-inducible system and chromatin-based assays. B) Define senescent-dependent changes in the composition of Brm1/RB complexes. We will use HPLC-based, size exclusion fractionation, immuno-isolation of complexes by HPLC fractionation, GST-pull-downs and Mass Spectrometry. C) Determine whether a conserved core of chromatin remodeling complexes exists in livers from old animals. Aim 2: To define molecular links between epigenetic changes that precede senescence and the DNA damage response. We will determine whether phosphorylation of H2AX and/or methylation of specific Histone H3 residues are indicative of a DNA response triggered by chromatin remodeling. Together, the studies included in this proposal are aimed at unraveling the role of sequential and cooperative functions of histone modifying proteins in cellular senescence and tissue aging. If successful, our studies will help define a histone code for cellular aging; and consequently open new avenues for interventions that target the human epigenome.